Common use of Employment and Duties Clause in Contracts

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ hereby employs Executive who will serve as Executive Vice President, Chief Financial Officer and Treasureran executive officer of the Company. Executive shall perform all duties acknowledges and agrees that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time is a management company and that, as a part of his duties, he may be requested to time. Executive shall report directly serve as an executive officer of (i) the Company’s parent company, G&L Realty Corp, a Maryland corporation (“GLR”), (ii) one or more of GLR’s subsidiaries or affiliates, (iii) G&L Senior Care Properties, LLC, (“Senior Care LLC”), and/or any one or more of Senior Care LLC’s subsidiaries or affiliates (the entities referred to in clauses (i) through (iv) above being referred to as the Chief Executive Officer or any other executive designated by the Board from time “Client Entities”), and agrees, if so requested, to timeserve in such capacities. (b) Executive agrees to (i) shall devote all necessary a reasonable amount of his working time required and his best efforts to the performance of Executive’s position; (ii) devote Executive’s best efforts, skill his duties hereunder and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; such one or more of the Client Entities as the Company may direct. Notwithstanding the above, Executive may spend a reasonable amount of time with respect to charitable and civic activities (iiiincluding serving on the board of directors of charitable organizations) fully perform Executive’s obligations and, subject to the limitations set forth in Section 8 of this Agreement, may make personal investments or conduct private business affairs if such activities do not interfere with the services required of Executive under this Agreement. It is specifically recognized that Executive is the owner of membership units in Senior Care LLC, of limited partnership interests in G&L Realty Partnership, LP and G&L Senior Care Partnership, LP, and of shares in GLR, and that nothing in this Agreement is intended to prevent or limit Executive from serving on the management committee and/or board of directors of any one or more such entities or from pursuing his own interests as a member, partner and/or stockholder of such entities. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable acknowledges and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided agrees that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures he is an employee only of the Company and that he is not an employee of any of the Client Entities to which he may provide services as may be adopted and changed from time to time, including those described in the Company’s an employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty that he will look exclusively to the Company as well as a duty for the payment of any compensation that may be owed to perform him with respect to any such duties in a manner that is in the best interests of the Companyservices.

Employment and Duties. A. During the Employment Term (a) The Company shall employ as defined in Section 3 below), First Charter hereby employs Executive, and Executive hereby agrees to serve, as a Group Executive Vice PresidentPresident of First Charter. As such, Chief Financial Officer and Treasurer. Executive shall perform all have responsibilities, duties that are and authority reasonably accorded to, expected of, and consistent with Executive’s 's position as a Group Executive Vice President of First Charter and that may otherwise be assigned to Executive by the Company from time to time. Executive shall will report directly to the President and Chief Executive Officer of First Charter. Executive shall also perform the duties and exercise the powers and functions that from time to time may be assigned or any other executive designated vested in him by the Board from time to time. of Directors of First Charter (bthe "Board") Executive agrees to and/or the Board of Directors of First Charter's subsidiaries in relation to: (i) devote all necessary working time required of Executive’s positionFirst Charter; and/or (ii) any subsidiary or affiliated company of First Charter, including general responsibility for the management and operations of the Bank. Executive hereby accepts this employment upon the terms and conditions herein contained and, subject to Section 1(c), agrees to devote Executive’s substantially all of his business time, attention and best efforts, skill and energies efforts to promote and advance further the Business and/or interests business of First Charter and the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this AgreementBank. (c) During Executive’s employmentB. Executive shall faithfully adhere to, execute and fulfill all lawful requests, instructions and policies made by the Board or its authorized agent(s). C. Except as specifically authorized in advance by the Board, Executive shall not render services to not, during the Employment Term (as defined in Section 3 below), be engaged as an employee or otherwise in any other entitybusiness or commercial activity pursued for gain, regardless of whether profit or other pecuniary advantage. The foregoing limitations also shall not be construed as prohibiting Executive receives compensation, without from making personal investments in such form or manner as will neither require his services in the prior written consent operation or affairs of the Company. Executive maycompanies or enterprises in which such investments are made nor violate the terms of Section 3 hereof, provided, however, that during the Employment Term (i) engage as defined in communitySection 3 below), charitable and educational activities; Executive may not beneficially own the stock or options to acquire stock totaling more than 5% of the outstanding shares of any corporation or entity, or otherwise acquire or agree to acquire a significant present or future equity or other proprietorship interest, whether as a stockholder, partner, proprietor, or otherwise, with any enterprise, business or division thereof, that is engaged in Competitive Activity (ii) manage Executive’s personal investments; and (iiias defined in Section 8 below) with First Charter and/or the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the CompanyBank. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice PresidentSubject to the terms and conditions of this Agreement, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time agrees to timeemploy the Employee, and the Employee hereby agrees to serve the Company, as Senior Vice President – Branch Operations. Executive The Employee shall report directly to the Company’s President and Chief Executive Officer and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other executive designated by commercial duties or pursuits during the Term (as hereinafter defined) of this Agreement; provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to him from time to time. time by the Chairman of the Board or the President and Chief Executive Officer of the Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or joint venture (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best effortscollectively “Related Entities”), skill and energies the Employee shall perform such duties to promote these entities and advance their respective interests to the Business and/or same extent as the interests of the Company without additional compensation. At all times, Employee agrees that he has read and its Subsidiaries; will abide by, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employmentprospectively will read and abide by, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by policy, or practice that the Company from time or Related Entities has or hereafter adopts with respect to time. If this Agreement conflicts with such policies or procedures, this Agreement will controlits employees generally. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice PresidentSubject to the terms and conditions of this Agreement, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time agrees to timeemploy the Employee, and the Employee hereby agrees to serve the Company, as Sr. Executive VP – Finance & CFO. Xxxxx Xxxxxxxxxxx shall report directly to Xxxxx Xxxxxxx, President & CEO, and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s Articles or Notice of Articles (or any similar governance instruments) and subject to the overall direction and control of the Company’s Board of Directors. The Employee accepts such employment and agrees to devote his best efforts and substantially all of his business time, skill, labor and attention to the performance of such duties. The Employee agrees not to engage in or be concerned with any other commercial duties or pursuits during the Term (as hereinafter defined) of this Agreement; provided, however, that the Employee may be involved in a passive capacity in a non-competitive business subject to the prior written approval of the Company’s Board of Directors. Furthermore, the Employee shall assume and competently perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Chairman of the Board or Chief Executive Officer of the Company. To the extent that the Company shall have any parent, subsidiary, affiliated corporations, partnerships, or any other executive designated by joint venture (collectively “Related Entities”), the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies Employee shall perform such duties to promote these entities and advance their respective interests to the Business and/or same extent as the interests of the Company without additional compensation. At all times, Employee agrees that he has read and its Subsidiaries; will abide by, and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employmentprospectively will read and abide by, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by policy, or practice that the Company from time or Related Entities has or hereafter adopts with respect to time. If this Agreement conflicts with such policies or procedures, this Agreement will controlits employees generally. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President, President and Chief Financial Officer and TreasurerOperating Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President, President and Chief Financial Officer and TreasurerInvestment Officer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. 2.1 As of the Effective Date, Company hereby employs Employee and Employee hereby accepts continuing appointment as the Chairman (a“Chairman”) The Company shall employ Executive as Executive Vice President, Chief Financial Officer of the Board and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b“CEO”) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable Employee shall be responsible for all duties and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees entitled to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty all authority customarily assigned to the Company position of Chairman and CEO, as well as a duty those other duties and such other authority as specified by the Board. 2.2 Employee shall render such services as are necessary and desirable to perform such duties in a manner that is in protect and advance the best interests of the Company, acting, in all instances, under the supervision of the Board and in accordance with the policies set by the Company. 2.3 So long as Employee shall remain an employee of the Company, except as provided below, Employee’s entire working time, energy, skill and efforts shall be devoted to the performance of Employee’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company; provided, however, that Employee may (i) serve on corporate, civic or charitable boards or committees; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; (iii) manage personal passive investments, so long as the foregoing activities, in the aggregate, do not materially interfere with the performance of Employee’s duties to the Company in accordance with this Agreement; or (iv) undertake such other endeavors as may be consented to by the Board. Employee will be based out of and shall work from a Malvern, PA office provided by the Company or other mutually agreeable office. Employee may be required to travel for up to 50% of Employee’s working time. The Company acknowledges and agrees that notwithstanding this Section 2.3, Employee may continue to serve as a member of the Board of Directors of Pharm Ops, Inc. (formerly known as Khushna LLC) (and/or its’ affiliates) and as a member of the Board of Directors of Mainline Biosciences LLC.

Employment and Duties. (a) The Company shall employ Executive hereby employs Employee as Executive Vice President, Chief Financial Officer General Counsel and TreasurerSecretary of the Company to be headquartered in Lincolnshire, Illinois. Executive As such, Employee shall perform all have responsibilities, duties that are and authority reasonably accorded to, expected of, and consistent with Executive’s Employee's position as the Vice President, General Counsel and that may otherwise be assigned Secretary. Employee hereby accepts this employment upon the terms and conditions herein contained and, subject to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive paragraph 1(c), agrees to (i) devote substantially all necessary working time required of Executive’s position; (ii) devote Executive’s best effortshis time, skill attention and energies efforts to promote and advance further the Business and/or business and interests of the Company and its Subsidiariessubsidiary entities (including joint ventures) or any other entity within the current or future ownership structure. Employee agrees and acknowledges that the Company may designate Employee as Vice President, General Counsel and Secretary of TerreStar and Communications rather than as Vice President, General Counsel and Secretary of the Company; provided that the Company shall do so in the event that the Company's investment in TerreStar becomes the Company's primary asset, or in the event that the Company merges with or into TerreStar. In such event, Employee shall receive compensation (including but not limited to salary, bonus and stock option grants) equivalent to other TerreStar Senior Vice Presidents, without regard to past compensation paid to Employee, and without prejudice to any term of this Agreement more favorable to Employee than such TerreStar compensation package. (iiib) fully perform Executive’s The Company and Employee agree that this Agreement may be assigned to any majority-owned subsidiary of the Company or any other majority-owned entity (in either case, and including any successor in interest through merger or otherwise, the "Successor Employer") within the current or future ownership structure. In the event of any such assignment, the Company and the Successor Employer shall each be directly and jointly and severally responsible for the timely and full satisfaction of all obligations under of the Company as set forth in this Agreement. References to the Company shall include and also mean each Successor Employer. (c) During Executive’s employmentSubject to the specific terms of this Agreement, Executive Employee shall not render services to any other entityfaithfully adhere to, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable execute and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of fulfill all lawful policies established by the Company. (d) Executive agrees to comply with Employee shall not, during the policies and procedures term of his employment hereunder, engage in any other business activity pursued for gain, profit or other pecuniary advantage. The foregoing limitations shall not be construed as prohibiting Employee from making personal investments in such form or manner as will neither require his services in the operation or affairs of the Company as may be adopted and changed from time to time, including those described companies or enterprises in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with which such policies or procedures, this Agreement will controlinvestments are made. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ Executive as Executive Vice President, Chief Financial Officer In accordance with actions taken and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive authorized by the Board of Directors of the Company from time (the "Company Board"), effective upon the latest to time. Executive occur of (i) the closing of the transactions provided for in the Stock Purchase Agreement dated August 10, 2004, as amended, between the Company and NCFC Recapitalization, LLC, and (ii) receipt of all necessary Regulatory Approvals (as such term is defined in the Stock Purchase Agreement) with regard to this Agreement (the "Effective Date"), Employee shall report directly become employed and appointed as Vice President and Controller of the Company and the Company's wholly owned subsidiary, North Country Bank and Trust (to be renamed Mackinac Bank) (the "Bank"), and shall have the duties and responsibilities commensurate with such titles and offices, including, without limitation, as well as all such duties and responsibilities as now are or hereafter may be set forth with respect to such offices in the by-laws of the Company and the Bank, the directives of the Board of Directors of the Company or the Bank, or by the Chief Executive Officer of the Company. At the Effective Date, this Agreement shall supersede and replace in its entirety that certain document entitled "Summary of Employment Terms for Xxxxx X. Xxxxxxx" dated October 8, 2003 (the "Summary of Terms"), which Summary of Terms shall be of no further force and effect. During the period of his employment hereunder, Employee also shall serve as an officer of such other affiliates of or any the Company and in such other executive designated capacities as he may be requested by the Company Board and shall assume such additional duties and responsibilities as from time to time may be assigned to him by the Company Board, all without additional compensation therefor. Throughout the period of his employment hereunder, Employee shall devote his business time. (b) Executive agrees , attention, and energy on a full-time basis exclusively to (i) devote all necessary working time required the affairs of Executive’s position; (ii) devote Executive’s best efforts, skill the Bank and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreementaffiliates. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company Corporation hereby continues the employment of the Employee, and the Employee accepts continued employment, during the term set forth in Section 2(a) and upon the other terms and conditions set forth in this Agreement. The Employee shall employ Executive continue to serve as Executive Vice PresidentGroup Managing Director of the Corporation (or otherwise if the position is of similar stature) subject to the conditions set forth in this Agreement, Chief Financial Officer under the direction of the Board of Directors of the Corporation, and Treasurer. Executive shall exercise such responsibilities and perform all such duties that are consistent for the Corporation and any companies in which the Corporation owns a capital stock interest of at least 40% of the voting equity (a "subsidiary") commensurate with Executive’s position and that such capacity as the Board of Directors of the Corporation may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or time reasonably designate, as well as similar services for III and any other executive designated by parent holding companies. The Employee may also serve as a director of the Board from time Corporation and the parent holding companies during the term of his employment pursuant to timethis Agreement, if agreed and if so elected to such position. (b) Executive agrees The Employee shall report to (i) Xxxxxx X. Xxxxxxxxx, so long as he is Director of the Corporation or, thereafter, to the Chairman of the Board of Directors of the Corporation or his designee. The Employee shall devote substantially all necessary working time required of Executive’s position; (ii) devote Executive’s best effortshis business time, skill attention and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations employment under this Agreement or conflict with the interests of the Company. (d) Executive agrees and to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in promoting the best interests of the CompanyCorporation and its affiliates and the Employee shall not, either during or outside of such normal business hours, directly or indirectly engage in any activity inimical to such best interests. The Employee shall not perform services for compensation for himself or for any entity or person other than the Corporation or its affiliates without the prior express written permission of the Corporation's Board of Directors; it shall not, however, be a violation of this Agreement for the Employee to (i) serve on civic or charitable boards; (ii) serve on the Boards of Directors or Advisory Boards of other companies noncompetitive with Recoton Corporation (so long as it is a director or indirect stockholder of the Corporation) or any of its subsidiaries (the "Recoton Companies") provided that prior written notice of such service is provided to the Chairman of Recoton and that the Employee shall resign from such boards if its business becomes (or is contemplated to become) competitive with that of any of the Recoton Companies; (iii) participate in professional activities and organizations; and (iv) manage personal investments, so long as those activities do not interfere with the business undertaken by any of the Recoton Companies or with the Employee's performance of his responsibilities under this Agreement so long as the requirements of the second sentence of this paragraph are not violated. The Employee shall exert his best efforts in the performance of his duties under this Agreement.

Employment and Duties. (a) The Company shall employ the Executive as Executive Vice President, Chief Financial Officer the President and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or of the Company throughout the Term (as defined below) and the Executive hereby accepts and agrees to serve the Company in such capacities during the Term in accordance with the terms and conditions hereinafter set forth. In addition, the Company is contemplating filing a voluntary chapter 11 petition pursuant to the United States Bankruptcy Code. If the Company does file such petition and if the Company reorganizes in bankruptcy, the Executive, from and after the consummation date of any other executive designated by plan of reorganization of the Company (a "Plan") and until the end of the Term, shall serve as the Chairman of the Board from time to timeof Directors of the Company (the "Board"). (b) The Executive agrees shall have the duties, responsibilities and authority customary to an employee serving as the President and Chief Executive Officer of a company. The Executive shall report to and take direction from the Company's Board. (ic) During the Term, excluding reasonable vacations compatible with the Executive's position and periods of illness, injury or other disability, the Executive shall give his best efforts and devote substantially all necessary working of his business time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies attention to promote the business and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. The Executive may, howeverfrom time to time, (i) engage in communitysubject to Board approval, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) serve as a consultant to and/or a member of the board of directors of other entities which do not compete, directly or indirectly, with the prior written consent Company or any of its Subsidiaries (collectively, the Board (or a designated committee thereof"Xxxxxxxxx Entities" and, individually, an "Xxxxxxxxx Entity"), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures For purposes of the Company as may be adopted and changed from time Agreement, "Subsidiaries" shall mean with respect to timeany Person, including those described in any corporation or other entity of which the Company’s employee handbook, Code of Business Conduct and Ethics and equity securities or other policies set forth by ownership interests having the Company from time voting power to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer elect a majority of the Companyboard of directors or other governing body, Executive owes a duty at the time of care and loyalty to the Company as well as a duty to perform determination, are owned by such duties in a manner that is in the best interests of the CompanyPerson, directly or through one or more Subsidiaries.

Employment and Duties. (a) The Company shall and 5:1 agree to employ and Executive agrees to serve as Chief Executive Vice President, Chief Financial Officer and TreasurerDirector of the Company and 5:1. The duties and responsibilities of Executive shall include the duties and responsibilities as the Board of Directors of the Company may from time to time assign to Executive. Executive shall perform all duties that are consistent with Executive’s position be appointed and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to serve as the Chief Executive Officer or any other executive designated by of Company and 5:1, and all the Board from time duties and responsibilities of Executive to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) shall apply equally to 5:1. During the term of Executive’s employment, Executive shall devote substantially all of his working time and efforts during the Company's normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. During the term of Executive’s employment, Executive may hold up to two additional director or advisory board positions (excluding directorship or advisory board positions with real estate partnerships or Xxxxxxx Media Capital)(provided such positions shall not render services involve an amount of Executive’s time materially detrimental to or materially in conflict with responsibilities and duties customarily provided by Executive to or on behalf of the Company and its subsidiaries, and may not involve any company or entity involved in or proposing to be involved in an Internet advertising network business, or any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) business or activity which competes directly with the prior written consent business performed or proposed to be performed by the Company or any of its subsidiaries in a material way (the “Business”), as determined by the independent members (non-employee) of the Board of Directors of the Company (or a designated committee thereofthe “Board of Directors”), serve on corporate boards or committees, provided that and only if such activities do position does not conflict or materially interfere with the performance of Executive’s performance or fulfillment of his obligations under this Agreement or conflict with to the interests of the Company. (d) Company and its subsidiaries. Executive agrees to comply vote all shares of company Common Stock beneficially owned or held by Executive in favor of up to 2 “Independent Director” nominees (not affiliated with Xxxxxxx or Xxxxxx Capital Marketing) who are designated by the majority of non management Shareholders or assigns (for purposes of this paragraph, the non management Shareholders will mean a majority of the PIPE investors), including a financial expert, which director nominees shall be reasonably acceptable to Executive. The standards for those Directors will be deemed reasonable if the nominees are considered within the digital media industry (for non-financial related director) or public arena (for financial) as qualified and consistent with the policies public and procedures professional status of the other board members. Xxxxxxx Xxxxxxx is already approved and Xxx Uppalo shall be deemed reasonably acceptable to Executive. Additionally, Xxxxxxx may nominate two Directors, in addition to himself, subject to the reasonable approval by the majority of the non-management Shareholders (Xxxx Xxxxxxxxx is already nominated, leaving one more director). As a condition to Executive’s employment hereunder, Executive shall enter into a Technology and Trade Secret Assignment Agreement and Non-Competition Agreement (in the form approved of such agreements by the Company as may be adopted and changed from time to time, including those with restrictions on Executives activities which are described in the Company’s employee handbook, Code of Business Conduct immediately preceding paragraph and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty be no more restrictive to the Company as well as a duty to perform such duties Executive than is described in a manner that is in the best interests of the Companythis Agreement).

Employment and Duties. (a) a. The Company shall employ agrees to employ, and Executive as Executive Vice President, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent agrees to serve in one or more executive positions with Executive’s position and that may otherwise be assigned to Executive by the Company and its subsidiaries as the Company’s Board of Directors may determine from time to time. Initially and effective on the Effective Date, Executive shall report directly to be employed as the Company’s Senior Vice President and as President and Chief Executive Officer or any other executive designated of the Company’s subsidiaries, World Reach Health, LLC (“WRH”) and World Reach Holdings, LLC (“WR Holdings”). As the Company’s Senior Vice President. Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Company’s Board from time of Directors (the “Board”), set forth in the Company's Bylaws, or that are implicitly assigned to timethe Senior Vice President by the Revised Business Corporation Act of the State of Utah. As Chief Executive Officer of WRH and WR Holdings, Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Managers of WRH or WR Holdings or as set forth in their Operating Agreements. (b) b. Executive agrees shall devote such non-exclusive time, efforts and services to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill the business and energies to promote and advance the Business and/or interests affairs of the Company and its Subsidiaries; and (iii) fully perform subsidiaries, either formed or to be formed in the future, as the nature of his responsibilities require, but, in no event shall Executive be required to devote Executive’s obligations under full-time to the performance of such duties. Nothing in this Agreement. Section 1 shall prohibit Executive from: (cA) During serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to Executive’s employmentarea of expertise, Executive shall subject to prior approval of the Board, not render services to be unreasonably withheld; (C) serving as a director or trustee of any other entitygovernmental, regardless of whether Executive receives compensationcharitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without the prior written consent of the Company. Executive maylimitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or (E) performing advisory activities, provided, however, (i) engage such activities are not in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) direct competition with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies business and procedures affairs of the Company as may be adopted and changed from time or would tend to time, including those described cast Executive or the Company in a negative light in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer reasonable judgment of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the CompanyBoard.

Employment and Duties. (a) The Company shall agrees to employ and Executive agrees to serve as Executive the Company’s Vice President, Head of Nevada Exploration, and Chief Financial Officer Geologist. The duties and Treasurer. responsibilities of Executive shall perform all include the duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by responsibilities as the Board of Directors of the Company (the “Board”) may from time to time. time assign to Executive. a. Executive shall report directly devote such amount of working time and efforts during the Company's normal business hours to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill business and energies to promote and advance the Business and/or interests affairs of the Company and its Subsidiariessubsidiaries Executive deems necessary to execute the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement. Executive and the Company agree that the Executive shall devote approximately ninety percent (90%) of his working time and effort to the business and affairs of the Company, and shall be free to devote approximately ten percent (10%_ of his total working time and effort to the affairs of his separate company, Nevada Gold Ventures, LLC. Provided that none of the additional activities interferes with the performance of the duties and responsibilities of Executive or are determined by the inconsistent with the position, standing, stature, reputation or best interests of the Company, nothing in this Section 1, shall prohibit Executive from (a) serving as a consultant, director or member of a committee, paid or unpaid, for entities that, in the good faith determination of the Board, do not compete or present the appearance of competition with the Company or otherwise create, or could create, in the good faith determination of the Board, a conflict of interest or appearance of a conflict of interest with the business of the Company; (b) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise (iiic) fully perform serving as a director or trustee of any governmental, charitable or educational organization; or (d) engaging in additional activities in connection with personal investments and community affairs; provided that such activities are not inconsistent with Executive’s obligations duties under this Agreement. (c) During Executive’s employmentb. If, at any time during the initial Term of this Agreement, the Executive or any of his controlled entities, including Nevada Gold Ventures, LLC, acquires new mineral properties, the Company shall have a right of first refusal to re-purchase such properties from the Executive or his controlled entity, as applicable. The Executive shall not render services to promptly notify the Company of any other entitysuch additional properties acquired. During the thirty (30) days following such notification by the Executive, regardless of whether the Executive receives compensation, without and the prior written consent Company shall negotiate in good faith regarding terms of the Company’s acquisition of such properties. Executive mayIf the Company declines to purchase any such property, howeveror if the parties cannot agree to the terms for such purchase, within thirty (i30) engage in community, charitable and educational activities; (ii) manage days following the Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees notification to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, the Executive owes a duty of care and loyalty shall have the right to resell the Company applicable new property as well as a duty to perform such duties in a manner that is in the best interests of the Companyhe sees fit.

Employment and Duties. (a) The Company shall agrees to employ the Executive as President of the Company and the Executive Vice Presidenthereby accepts such employment, Chief Financial Officer on and Treasurersubject to the terms of this Agreement. The Executive shall perform all duties that are consistent with Executive’s position report to and that be subject to the authority and direction of the Chief Executive Officer, President and Board of Directors of Lime Energy Co. (“Lime”) and shall have such other responsibilities as may otherwise be assigned to Executive by the Company from time to timetime be reasonably prescribed by Lime’s Chief Executive Officer, President or Board of Directors. The Executive shall report directly accepts such employment and agrees to concentrate all of his professional time and efforts to the performance of services for the Company in his capacity as President and the performance of such other services and responsibilities as Lime’s Board of Directors, Chief Executive Officer or any other executive designated by the Board President may from time to time. (b) Executive agrees to (i) devote all necessary working time required stipulate and which shall not be inconsistent with the position of Executive’s position; (ii) devote Executive’s best efforts, skill and energies to promote and advance President. Without limiting the Business and/or interests generality of the foregoing, the Executive ordinarily shall devote not less than five (5) days per week (except for vacations and regular business holidays observed by the Company) on a full-time basis, during normal business hours Monday through Friday. Notwithstanding the foregoing, the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, agrees that the Executive shall have the right to participate in outside activities, including but not render services limited to any other entity, regardless serving on boards of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, (i) engage in communitydirectors for civic, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or business organizations, in a designated committee thereof)paid or unpaid capacity, serve on corporate boards or committees, provided that so long as such activities do not conflict individually or in the aggregate significantly interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures Executive’s obligations as an employee of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth outlined herein. Upon request by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, the Executive owes a duty of care and loyalty agrees to furnish to the Company as well as a duty list of organizations in which he is involved, including a description of his involvement in such organizations and the amount of any remuneration received or expected to perform be received from such duties in a manner that involvement, if Executive is in the best interests of the Companydevoting any time to such organization during regular business hours.

Employment and Duties. (a) The Company Employer hereby employs Employee, and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth. Employee shall employ serve as Chairman of the Board, President and Chief Executive Officer of Employer, and in such substitute or further offices or positions with Employer or any subsidiary of Employer as Executive Vice Presidentshall, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated , be assigned by the Board from time to timeof Directors of Employer (the "Board"), without, however, any change in Employee's compensation hereunder (but such office or positions shall be consistent with such office or position hereinbefore named). To the extent that the Board shall request, during the term of this Agreement, Employee shall serve as a member of the Board or as a member of the board of directors of any subsidiary of Employer. (b) Executive agrees to (i) During the term of this Employment Agreement, Employee will devote substantially all necessary of his working time and best efforts to his employment and perform diligently such duties as are or may be from time to time required of Executive’s position; (ii) devote Executive’s best effortsby the Board, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive which duties shall not render services to any other entity, regardless of whether Executive receives compensationbe 2 consistent with his position as set forth above. Employee shall not, without the prior written consent of Employer, directly or indirectly, during the Company. Executive may, howeverterm of this Employment Agreement, (i) engage other than in communitythe performance of duties naturally inherent in the businesses of Employer or any subsidiary of Employer and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that this shall not be construed as preventing Employee from (1) investing his assets in such form or manner as will not require the rendering of any services on his part to the companies in which such investments are made and which are not in violation of Subsection (ii) below, or (2) engaging in charitable activities or rendering services to any business entity of a business, professional or commercial nature, as a consultant, independent contractor or otherwise, so long as such activities do not materially interfere with the performance of Employee's duties hereunder and educational activitiesare not in violation of Subsection (ii) below; (ii) manage Executive’s personal investmentsengage in any activity competitive with or adverse to Employer's business or welfare, whether alone, as a partner, or as an officer, director, employee or shareholder of any other corporation, or otherwise, directly or indirectly, except that the ownership of not more than one percent (1%) of the stock of any publicly traded corporation shall not be deemed violative of this Subsection (ii); and (iii) be engaged by any entity which conducts business with or acts as consultant or advisor to Employer, whether alone, as a partner, or as an officer, director, employee or shareholder, or otherwise, directly or indirectly, except that the prior written consent ownership of not more than one percent (1%) of the Board stock of any publicly traded corporation shall not be deemed violative of this Subsection (iii). For purposes of this Employment Agreement, all references herein to subsidiaries of Employer shall be deemed to include references to subsidiaries now or a designated committee thereof), serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Companyhereafter existing. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ the Executive as the Chief Financial Officer and Treasurer of the Company throughout the term of this Agreement and the Executive Vice hereby accepts and agrees to serve the Company in the capacities described in Section 1(b), and (if and to the extent so requested by the Company’s Board of Directors (the "Board")) in such other capacities to which the Executive may be appointed consistent with Section 3, during the term of this Agreement in accordance with the terms and conditions hereinafter set forth. (b) The Executive shall initially have the duties, responsibilities and authority customary to an employee serving as the Chief Financial Officer and Treasurer of the Company, which duties, responsibilities and authority may be augmented or restricted in accordance with the directives of the Board in any manner that is customary for an employee that is serving as the Chief Financial Officer and Treasurer. The Executive shall report to and take direction from the President, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent , subject to the authority of the Board and to any specific direction from the Board. (c) During the term of this Agreement, excluding reasonable vacations compatible with the Executive’s position and that may otherwise be assigned to Executive by periods of illness, injury or other disability, the Company from time to time. Executive shall report directly give his or her best efforts and devote substantially all of his or her business time and attention to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s position; (ii) devote Executive’s best efforts, skill business and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. The Executive may, howeverfrom time to time, (i) engage in communitysubject to Board approval, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) serve as a consultant to and/or a member of the board of directors of other entities which do not compete, directly or indirectly, with the prior written consent Company or any of its Subsidiaries (collectively, the "the Company Entities" and, individually, a "the Company Entity"), provided that the Executive shall inform the Board (or a designated committee thereof)in writing regarding such activities and, serve on corporate boards or committees, provided if the Board determines in good faith that such activities do not conflict or interfere with the business of any of the Company Entities and the performance of the Executive’s obligations under this Agreement or conflict with duties hereunder, then the interests Board shall consent to activities of the CompanyExecutive. (d) Executive agrees to comply with the policies and procedures For purposes of the Company as may be adopted and changed from time to timeAgreement, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company."

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company shall employ the Executive during the Term or Renewal Period(s) (as hereinafter defined) in the positions of President and Chief Executive Vice PresidentOfficer (“CEO”). As President and CEO, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Company’s Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company’s By-laws and subject to the overall direction and control of the Company Board of Directors. The Executive Officer or accepts such employment and agrees to devote his best efforts and entire business time, skill, labor, and attention to the performance of such duties. The Executive agrees to promptly provide a description of any other executive designated commercial duties or pursuits engaged in by the Executive to the Company’s Board of Directors. If the Board of Directors determines in good faith that such activities conflict with the Executive’s performance of his duties hereunder, the Board of Directors shall notify Executive within thirty (30) days and the Executive shall promptly cease such activities to the extent as directed by the Board from time of Directors. If the Board of Directors does not provide such notice, Executive shall be free to time. engage in such commercial duties or pursuits. It is acknowledged and agreed that such description shall be made regarding any such activities in which the Executive owns more than 5% of the ownership of the organization or which may be in violation of Section 5 hereof, and that the failure of the Executive to provide any such description shall enable the Company to terminate the Executive for Cause (bas provided in Section 6(c) hereof). The Company agrees to hold any such information provided by the Executive confidential and not disclose the same to any person other than a person to whom disclosure is reasonably necessary or appropriate in light of the circumstances. In addition, the Executive agrees to (i) devote all necessary working time required of Executive’s serve without additional compensation if elected or appointed to any office or position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests including as a director, of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to or any other entity, regardless of whether Executive receives compensation, without the prior written consent subsidiary or affiliate of the Company. Executive may; provided, however, (i) engage in communitythat the Executive shall be entitled to receive such benefits and additional compensation, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof)if any, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees is paid to comply with the policies and procedures executive officers of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts connection with such policies or procedures, this Agreement will controlservice. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (aA) The Company shall employ Executive as Executive Vice PresidentSubject to the terms hereof, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company hereby employs the Executive: (i) with the titles of (in addition to such other titles as the Company and Executive may from time to time. Executive shall report directly to time mutually agree): Vice President of the Chief Executive Officer or any other executive designated by Company; Assistant Secretary of the Board from time to time. Company's parent corporation, ELXSI Corporation, a Delaware corporation (b) Executive agrees to "PARENT"); and Vice President and Controller of the Company's Cues Division (i) devote all necessary working time required of Executive’s position"CUES"); (ii) devote Executive’s best effortsto perform such duties and responsibilities with respect to the Company and with respect to Parent, skill and energies to promote and advance the Business Cues and/or interests other subsidiaries or divisions of the Company and/or Parent ("AFFILIATED COMPANIES") as are set forth in Annex 1 attached hereto and made part hereof (and/or such other duties and responsibilities, consistent with the duties set forth on Annex 1, as the Company or its SubsidiariesBoard of Directors or President shall reasonably direct) (the "ASSIGNED DUTIES"); and (iii) fully in such other capacities with, and to perform Executive’s obligations under this Agreementsuch other duties and responsibilities for, the Company and Affiliated Companies as the Company or its Board of Directors or President shall reasonably direct. (cB) During Executive’s employment, The Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, hereby: (i) engage in community, charitable and educational activitiesaccepts such employment; (ii) manage Executive’s personal investmentsundertakes the responsibilities of such offices; (iii) agrees to perform the Assigned Duties; and (iiiiv) with agrees to devote substantially his entire professional time, attention and energies (reasonable vacation, periods of illness and the prior written consent like excepted) to the performance of the Board (or a designated committee thereof)Assigned Duties to the best of his ability. Nothing set forth herein shall be deemed to prohibit the Executive from attending to his investments, serve on corporate boards or committeespersonal affairs and other business ventures, provided that the devotion of attention to such activities do matters will not conflict or unreasonably interfere with the performance Executive's obligations hereunder nor constitute a violation of Executive’s obligations under this Agreement Section 8 or conflict with 9 hereof. (C) In performing his duties hereunder, the interests Executive shall work at the offices of the Company. (d, Parent or Cues located in the Orlando, Florida metropolitan area, or such other location(s) Executive agrees to comply with the policies and procedures of as the Company or its Board of Directors or President shall reasonably direct. However, the Executive shall also render services at such other place or places within or without the United States as the Board of Directors may be adopted and changed direct from time to time; provided that the Executive shall not be required to render services away from the Orlando, including those described Florida metropolitan area for more than twenty business days in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will controlany given twelve-month period. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall employ the Executive as Executive Vice President, Chief Financial Officer the President and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Executive Officer or any other executive designated of the Company throughout the term of this Agreement and the Executive hereby accepts and agrees to serve the Company in the capacities described in Section 1(b), and (if and to the extent so requested by the Company’s Board from time of Directors (the "Board")) in such other capacities to timewhich the Executive may be appointed consistent with Section 3, during the term of this Agreement in accordance with the terms and conditions hereinafter set forth. (b) The Executive agrees shall initially have the duties, responsibilities and authority customary to an employee serving as the President and Chief Executive Officer of the Company, which duties, responsibilities and authority may be augmented or restricted in accordance with the directives of the Board in any manner that is customary for an employee that is serving as the President and Chief Executive Officer. The Executive shall report to and take direction from the Board. (ic) devote all necessary working time required During the term of this Agreement, excluding reasonable vacations compatible with the Executive’s position; (ii) position and periods of illness, injury or other disability, the Executive shall give his or her best efforts and devote Executive’s best efforts, skill substantially all of his or her business time and energies attention to promote the business and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. The Executive may, howeverfrom time to time, (i) engage in communitysubject to Board approval, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) serve as a consultant to and/or a member of the board of directors of other entities which do not compete, directly or indirectly, with the prior written consent Company or any of its Subsidiaries (collectively, the "the Company Entities" and, individually, a "the Company Entity"), provided that the Executive shall inform the Board (or a designated committee thereof)in writing regarding such activities and, serve on corporate boards or committees, provided if the Board determines in good faith that such activities do not conflict or interfere with the business of any of the Company Entities and the performance of the Executive’s obligations under this Agreement or conflict with duties hereunder, then the interests Board shall consent to activities of the CompanyExecutive. (d) Executive agrees to comply with the policies and procedures For purposes of the Company as may be adopted and changed from time to timeAgreement, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company."

Employment and Duties. (a) The Company shall employ Executive as President and Chief Executive Vice President, Chief Financial Officer and TreasurerOfficer. Executive shall perform all duties that are consistent with Executive’s this position and that may otherwise be assigned to Executive by the Company from time to time. Executive Board and shall report directly to the Chief Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) devote all necessary working time required of Executive’s 's position; (ii) devote Executive’s 's best efforts, skill and energies to promote and advance the Business and/or interests of the Company and its Subsidiaries; and (iii) fully perform Executive’s 's obligations under this Agreement. Notwithstanding the foregoing, the Company acknowledges that Executive currently serves as the mayor of Cottonwood Heights, Utah, and agrees that the performance of Executive's duties in such elected office shall be permitted hereunder provided they do not unduly interfere with the performance of Executive's duties under this Agreement. (c) During Executive’s employment, 's employment Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive may, however, may (i) engage in community, charitable and educational activitiesactivities (including, as specifically permitted by Section 2(b)); (ii) manage Executive’s 's personal investments; (iii) act as a consultant or advisor with or without pay, provided, however, that such activities do not conflict or interfere with the performance of Executive's obligations under this Agreement or conflict with the interests of the Company and (iiiiv) with the prior written consent of notice to the Board (or a designated committee thereof), serve on corporate boards or committeescommittees of up to two (2) public companies other than the Company and a reasonable number of privately held companies including companies operated or controlled by the Executive or a relative or family member of the Executive, provided provided, however, that such activities do not conflict or interfere with the performance of Executive’s 's obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including without limitation, those described in the Company’s 's employee handbook, handbook and Code of Business Conduct and Ethics and other policies set forth by the Company from time to timeEthics. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Company shall agrees to employ and Executive agrees to serve as the Company's Chief Executive Vice PresidentOfficer. The rights, Chief Financial Officer duties and Treasurer. responsibilities of Executive shall perform all include the right and duty to manage the day to day operations of the Company and such other duties that and responsibilities as are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to timeas chief executive officer. Executive shall report directly only to the Chief Board of Directors of the Corporation (the “Board”). Executive Officer or any other executive designated by the Board from time to time. (b) Executive agrees to (i) shall devote all necessary a sufficient amount of his working time required of Executive’s position; (ii) devote Executive’s best efforts, skill and energies efforts during the Company's normal business hours to promote the business and advance the Business and/or interests affairs of the Company and its Subsidiaries; subsidiaries in order to diligently and (iii) fully faithfully perform Executive’s obligations under his duties and responsibilities duly assigned to him pursuant to this Agreement. (c) During Executive’s employment, . Executive shall not render services be permitted to any other entity, regardless of whether Executive receives compensation, without the prior written consent carry on additional activities provided that none of the Company. Executive may, however, (i) engage in community, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that such additional activities do not conflict or interfere interferes with the performance of Executive’s obligations under this Agreement the duties and responsibilities of Executive or conflict are determined to be inconsistent with the interests of the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to timeposition, including those described in the Company’s employee handbookstanding, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies stature, reputation or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company, nothing in this Section 1, shall prohibit Executive from (a) serving as a director or member of a committee of entities that do not, in the reasonable good faith determination of the Board, compete with the Company or otherwise create, or could create, in the reasonable good faith determination of the Board, a conflict of interest with the business of the Company; (b) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (c) serving as a director or trustee of any governmental, charitable or educational organization; (d) engaging in additional activities in connection with personal and/or business investments and community affairs; or (e) remaining involved in the activities of The Xxxxxx Group and/or Xxxxxx Media LLC; provided that such activities are not competitive with the activities of the Company. Within two (2) weeks of the date hereof, and for the entirety of the term of this Agreement, the Company shall maintain a sufficient number of seats on the Board as shall permit Executive to be appointed as a member of the Board.

Employment and Duties. (a) The Company shall employ hereby employs Executive during the Employment Period (as Executive Vice President, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned hereinafter defined in Section 2) to Executive by render services to the Company from time to timeas its President. Executive shall report directly to the Company's Chief Executive Officer or any (the "CEO") and otherwise shall have overall charge of the day to day business operations of the Company, with the general powers and duties of supervision and management usually vested in the office of president of a corporation, shall perform the duties of president as set forth in the Company's By-laws and shall perform such other executive designated duties commensurate with such office as he shall reasonably be directed by the CEO or the Board of Directors of the Company (the "Board"), consistent with the management prerogatives, policy directives and executive authority of the Board. Executive shall be based in the standard metropolitan statistical area (as defined by the Bureau of the Census, U.S. Department of Commerce) for the city of Philadelphia, Pennsylvania (the "Greater Philadelphia Metropolitan Area"), except for required travel on Company business to the extent substantially consistent with his business travel obligations and Executive shall not be required to relocate from time the Greater Philadelphia Metropolitan Area. Executive hereby accepts such employment and agrees to timerender the services described herein, all on the terms and conditions of this Agreement. (b) Executive agrees to (i) devote all necessary his entire working time required of Executive’s position; (ii) devote Executive’s best effortstime, skill attention and energies to promote the performance of the business of the Company and advance its affiliates (as hereinafter defined); and Executive shall not, directly or indirectly, alone or as a member of any partnership or other organization, or as an officer, director or employee of any other corporation, partnership or other organization, be actively engaged in or concerned with any other duties or pursuits which, in the Business and/or reasonable judgment of the Board, interfere with the performance of his duties hereunder, or which, even if non-interfering, are contrary to the best interests of the Company and its Subsidiariesaffiliates; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to any other entity, regardless of whether Executive receives compensation, without the prior written consent of the Company. Executive mayprovided, however, (i) that Executive may invest his personal or family assets in such form or manner as will not require any services on his part in the operation of the affairs of the enterprises in which such investments are made and in which his participation is solely that of a minority investor; further, provided, that Executive may engage in communityacademic, charitable and educational charitable, civic, fraternal or trade group activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof), serve on corporate boards or committees, provided that so long as such activities do shall not conflict or interfere with the performance violate any provision of Executive’s obligations under this Agreement or conflict materially interfere with his performance of his duties hereunder or compliance with the interests of restrictions contained herein. As used herein, the term "affiliate" means and includes any person, corporation or other entity controlling, controlled by or under common control with the Company. (d) Executive agrees to comply with the policies and procedures of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts with such policies or procedures, this Agreement will control. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.

Employment and Duties. (a) The Subject to the terms and conditions of this Agreement, the Company shall employ the Executive during the Term or Renewal Period(s) (as hereinafter defined) in the positions of President and Chief Executive Vice PresidentOfficer ("CEO"). As President and CEO, Chief Financial Officer and Treasurer. Executive shall perform all duties that are consistent with Executive’s position and that may otherwise be assigned to Executive by the Company from time to time. Executive shall report directly to the Chief Company's Board of Directors and shall render to the Company such management and policy-making services of the type customarily performed by persons serving in similar capacities with other employers that are similar to the Company, together with such other duties with which he is charged by the Company's By-laws and subject to the overall direction and control of the Company's Board of Directors. The Executive Officer or accepts such employment and agrees to devote his best efforts and entire business time, skill, labor, and attention to the performance of such duties. The Executive agrees to promptly provide a description of any other executive designated commercial duties or pursuits engaged in by the Executive to the Company's Board of Directors. If the Board of Directors determines in good faith that such activities conflict with the Executive's performance of his duties hereunder, the Board of Directors shall notify Executive within thirty (30) days and the Executive shall promptly cease such activities to the extent as directed by the Board from time of Directors. If the Board of Directors does not provide such notice, Executive shall be free to time. engage in such commercial duties or pursuits. It is acknowledged and agreed that such description shall be made regarding any such activities in which the Executive owns more than 5% of the ownership of the organization or which may be in violation of Section 5 hereof, and that the failure of the Executive to provide any such description shall enable the Company to terminate the Executive for Cause (bas provided in Section 6(c) hereof). The Company agrees to hold any such information provided by the Executive confidential and not disclose the same to any person other than a person to whom disclosure is reasonably necessary or appropriate in light of the circumstances. In addition, the Executive agrees to (i) devote all necessary working time required of Executive’s serve without additional compensation if elected or appointed to any office or position; (ii) devote Executive’s best efforts, skill and energies to promote and advance the Business and/or interests including as a director, of the Company and its Subsidiaries; and (iii) fully perform Executive’s obligations under this Agreement. (c) During Executive’s employment, Executive shall not render services to or any other entity, regardless of whether Executive receives compensation, without the prior written consent subsidiary or affiliate of the Company. Executive may; provided, however, (i) engage in communitythat the Executive shall be entitled to receive such benefits and additional compensation, charitable and educational activities; (ii) manage Executive’s personal investments; and (iii) with the prior written consent of the Board (or a designated committee thereof)if any, serve on corporate boards or committees, provided that such activities do not conflict or interfere with the performance of Executive’s obligations under this Agreement or conflict with the interests of the Company. (d) Executive agrees is paid to comply with the policies and procedures executive officers of the Company as may be adopted and changed from time to time, including those described in the Company’s employee handbook, Code of Business Conduct and Ethics and other policies set forth by the Company from time to time. If this Agreement conflicts connection with such policies or procedures, this Agreement will controlservice. (e) As an officer of the Company, Executive owes a duty of care and loyalty to the Company as well as a duty to perform such duties in a manner that is in the best interests of the Company.